TIDM42BI
RNS Number : 6023V
Inter-American Development Bank
10 August 2022
EXECUTION VERSION
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 838
USD 10,000,000 2.205 percent Notes due July 21, 2024
("Notes")
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted
to trading on the Spanish Regulated Mercado de Renta Fija
(AIAF)
of the Bolsas y Mercados Españoles
Banco Bilbao Vizcaya Argentaria, S.A.
The date of this Pricing Supplement is July 14, 2022.
THE NOTES ARE NOT AN OBLIGATION OF ANY GOVERNMENT
Terms used herein shall be deemed to be defined as such for the
purposes of the Terms and Conditions (the "Conditions") set forth
in the Prospectus dated July 28, 2020 (the "Prospectus") (which for
the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom ("UK") Financial Services
and Markets Act 2000 or a base prospectus for the purposes of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA") given
that the Prospectus Regulation is not applicable to the
Inter-American Development Bank pursuant to its article 1.2 b)).
This Pricing Supplement must be read in conjunction with the
Prospectus. This document is issued to give details of an issue by
the Inter-American Development Bank (the "Bank") under its Global
Debt Program and to provide information supplemental to the
Prospectus. Complete information in respect of the Bank and this
offer of the Notes is only a vailable on the basis of the
combination of this Pricing Supplement and the Prospectus.
The Notes are issued in accordance with the Amended and Restated
Global Agency Agreement (as amended or supplemented from time to
time, the "Global Agency Agreement"), dated as of July 28, 2020,
between the Inter-American Development Bank (herein called the
"Bank") and Citibank, N.A., London Branch as Global Agent (the
"Global Agent"), copies of which are on file and available to
holders for inspection during normal business hours at the
corporate trust office of the Global Agent in London upon
reasonable request.
The Noteholder is entitled to the benefit of, and is deemed to
have notice of, all the provisions of the Global Agency Agreement
applicable to it. The Bank, for value received, hereby promises to
pay the Noteholder the Principal Amount or the Redemption Amount in
the Specified Currency on the Maturity Date, unless earlier
redeemed in accordance with the terms hereof, and to pay interest
in arrears from (and including) the Interest Commencement Date on
the Calculation Amount at the Interest Rate, in per annum, until
the Principal Amount or Redemption Amount, as the case may be,
hereof is paid or made available for payment. Interest on this Note
shall be payable by the Bank on the dates determined in accordance
with the provisions as stated herein.
MiFID II product governance Professional Investors and ECPs
target market - See "General Information-Additional Information
Regarding the Notes-Matters relating to MiFID II " below.
Terms and Conditions
The following items under this heading "Terms and Conditions"
are the particular terms which relate to the issue the subject of
this Pricing Supplement. Together with the applicable Conditions
(as defined above), which are expressly incorporated hereto, these
are the only terms that form part of the form of Notes for such
issue.
1. Series No.: 838
2. Aggregate Principal Amount: USD 10,000,000
USD 10,000,000, which is 100.00
3. Issue Price: percent of the Aggregate Principal
Amount
July 21, 2022
4. Issue and Disbursement Date:
Iberclear Book-entry Notes only
5. Form of Notes (see paragraph 22(a) Amendment
(Condition 1(a)): to Condition 1(a) below).
No
6. New Global Note:
USD 100,000
7. Authorized Denomination(s)
(Condition 1(b)):
United States Dollars (USD) being
8. Specified Currency the
( Condition 1(d)): lawful currency of the United
States of
America
9. Specified Principal Payment USD
Currency
(Conditions 1(d) and 7(h)):
USD
10. Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
July 21, 2024
11. Maturity Date
(Condition 6(a); Fixed Interest
Rate and Zero Coupon):
Fixed Interest Rate (Condition
12. Interest Basis 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (July 21, 2022)
(Condition 5(III)):
14. Fixed Interest Rate ( Condition
5(I)):
(a) Interest Rate: 2.205 percent per annum
(b) Fixed Rate Interest Payment Every two months
Date(s): commencing on
September 21, 2022 and
ending
on the Maturity Date.
Each Fixed Rate Interest
Payment
Date is subject to the
Business
Day Convention, but with
no adjustment
to the amount of interest
otherwise
calculated.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s): 30/360 (ICMA)
15. Relevant Financial Center: Madrid and New York
16. Relevant Business Day: Madrid and New York. Any relevant
"Date" included under this Pricing
Supplement in which an action
shall be executed, shall be a
Relevant Business Day.
17. Relevant Business Day Convention: Following Business Day Convention
18. Issuer's Optional Redemption Yes
(Condition 6(e)):
(a) Notice Period: Not less than five (5) Business
Days prior to the Issuer's Optional
Redemption Date (i.e. November
21, 2022)
(b) Amount: 10,000,000 (Par)
(c) Date: November 21, 2022
19. Redemption at the Option
of the Noteholders (Condition No
6(f)):
20. Prescription (not applicable Yes.
if governing law is New York)
(Condition 8):
(a) Principal: Ten (10) years from the respective
date on which payment in respect
of the Notes becomes due or the
date on which payment in full
of the amount outstanding is
made or (if earlier) the date
seven days after that on which
notice is duly given to the Noteholders
that, upon further presentation
of the Note (or surrender of
the related certificate) or Coupon
being made in accordance with
these Conditions, such payment
will be made, provided that payment
is in fact made upon such presentation
or surrender.
(b) Interest: Five (5) years from the respective
date on which payment in respect
of the Notes becomes due or the
date on which payment in full
of the amount outstanding is
made or (if earlier) the date
seven days after that on which
notice is duly given to the
Noteholders
that, upon further presentation
of the Note (or surrender of
the related certificate) or Coupon
being made in accordance with
these Conditions, such payment
will be made, provided that payment
is in fact made upon such
presentation
or surrender.
21. Early Redemption Amount In the event the Notes become
(including accrued interest, due and payable as provided in
if applicable) (Condition 9): Condition 9 (Default), the Early
Redemption Amount with respect
to the minimum Authorized
Denomination
will be USD100,000 plus accrued
interest, if any, as determined
in accordance with "14. Fixed
Interest Rate ( Condition 5(I))".
22. Governing Law: Common laws (derecho común)
of the Kingdom of Spain
23. Redenomination Provisions/
Additional Provisions Relating
to the Notes:
(a) Amendment to definition For purposes of this Pricing
of "Record Dates" Supplement and the issue of the
Notes, the definition of "Record
Dates" as included in the Prospectus
shall be deleted in its entirety
and substituted with the following:
"Registered Notes: The close
of business on the business day
before the due date for payment
thereof; provided, however, that
for Definitive Registered Notes,
and for non-U.S. dollar denominated
Registered Global Notes delivered
into DTC, the close of business
on the fifteenth calendar day
before the due date for payment
thereof.
IBERCLEAR Book-entry Notes: The
close of business at the IBERCLEAR
Paying Agent on the day preceding
the due date for payment thereof.
If any such day is not a day
on which the IBERCLEAR Paying
(b) Amendment to Condition 1(a): Agent is open for business, the
Record Date shall be the next
day on which the IBERCLEAR Paying
Agent is open for business.
Bearer Notes: Payments will be
as set forth in Condition 7(c)."
For purposes of this Pricing
Supplement and the issue of the
Notes, Condition 1(a) of the
Prospectus shall be deleted in
its entirety and substituted
with the following:
"Form: Each issue of Notes of
which this Note forms a part
is issued as:
(i) registered notes ("Registered
Notes", other than those issued
in exchange for Fed Book-entry
Notes (as defined in Condition
1(a)(ii))) in the principal amount
specified on such Notes (the
"Principal Amount") of an Authorized
Denomination (as defined in
Condition
1(b));
(ii) uncertificated book-entry
notes ("Fed Book-entry Notes")
in the Principal Amount of an
Authorized Denomination;
(iii) bearer notes ("Bearer Notes")
in the Principal Amount of an
Authorized Denomination, as
specified
on such Note; and/or
(iv) uncertificated dematerialised
book-entry (anotaciones en cuenta)
notes ("IBERCLEAR Book-entry
Notes"), in accordance with the
Spanish Securities Market Act
and Royal Decree 878/2015 (Real
Decreto 878/2015, de 2 de octubre,
sobre compensación,
liquidación
y registro de valores negociables
representados mediante anotaciones
en cuenta, sobre el régimen
jurídico de los depositarios
centrales de valores y de las
entidades de contrapartida central
y sobre requisitos de transparencia
de los emisores de valores admitidos
a negociación en un mercado
secundario oficial), in the
Principal
Amount of an Authorized
Denomination,
and these Conditions shall be
read accordingly.
Registered Notes and Bearer Notes
may, under certain circumstances,
be issued in individually
certificated
form ("Definitive Registered
Notes" and "Definitive Bearer
Notes", respectively).
An issue of Notes may comprise
either Registered Notes only,
Fed Book-entry Notes only (except
as provided in Condition 2(b)),
Bearer Notes only, or IBERCLEAR
Book-entry Notes only.
A certificate will be issued
to each holder of Registered
Note(s) in respect of its registered
holding or holdings. Each Registered
Note will be numbered serially
with an identifying number which
will be recorded in the register
(the "Register") which IADB shall
cause to be kept by the Registrar.
In the case of IBERCLEAR Book-entry
Notes, one or more certificates
(each, a "Certificate") attesting
to the relevant Noteholder's
holding of the Notes in the relevant
registry will be delivered by
the relevant IBERCLEAR member
or, where the Noteholder is itself
an IBERCLEAR member, by IBERCLEAR
(in each case, in accordance
with the requirements of Spanish
law and the relevant IBERCLEAR
member's or, as the case may
be, IBERCLEAR's procedures) to
such Noteholder upon such
Noteholder's
request.
Bearer Notes bearing interest
are issued with Coupons and,
where appropriate, Talons attached."
(c) Amendment to Condition 1(c): For purposes of this Pricing
Supplement and the issue of the
Notes, Condition 1(c) of the
Prospectus shall be deleted in
its entirety and substituted
with the following:
"Title:
(i) Title to Registered Notes
shall pass by registration in
the Register in accordance with
the provisions of the Global
Agency Agreement, or otherwise
in accordance with applicable
law.
(ii) IADB may deem and treat
the Federal Reserve Bank of New
York, in respect of all Fed Book-entry
Notes, as the absolute owner
thereof for all purposes whatsoever
notwithstanding any notice to
the contrary and all payments
to or on the order of the Federal
Reserve Bank of New York, shall
be valid and effective to discharge
the liability of IADB with respect
to such Fed Book-entry Notes,
to the extent of the sum or sums
so paid. As custodian of Fed
Book-entry Notes, the Federal
Reserve Bank of New York may
deem and treat other Federal
Reserve Banks and Branches and
Holding Institutions (as defined
below) located in the Second
Federal Reserve District holding
any Fed Book-entry Notes as the
absolute owner thereof for all
purposes whatsoever notwithstanding
any notice to the contrary; and
all payments to or on the order
of such Federal Reserve Banks
or Branches or Holding Institutions
(as defined below), as the case
may be, shall be valid and effective
to discharge the liability of
IADB with respect to such Fed
Book-entry Notes to the extent
of the sum or sums so paid. A
"Holding Institution" is a depositary
or other designated institution
that has an appropriate book-entry
account with a Federal Reserve
Bank or Branch.
(iii) Title to Bearer Notes,
the Coupons appertaining thereto
and, where applicable, the Talons
appertaining thereto shall pass
by delivery.
(iv) Title to IBERCLEAR Book-entry
Notes and the Coupons appertaining
thereto shall pass by registration
in the central book-entry register
managed by IBERCLEAR and in the
detailed book-entry registries
maintained by its respective
participating entities (entidades
participantes) authorized by
IBERCLEAR to hold IBERCLEAR Book-entry
Notes and in accordance with
applicable law. The person shown
in the relevant book-entry records
shall be considered the holder
of the amount of the Notes recorded
therein.
(v) IADB, the Global Agent, the
Fiscal Agent, the Paying Agents,
the Registrar and the Transfer
Agents shall be entitled to deem
and treat the registered holder
of any Registered Note or Coupon,
or the Federal Reserve Bank of
New York for Fed Book-entry Notes,
or the bearer of any Bearer Note,
Coupon or Talon, to be the absolute
owner thereof for the purpose
of making payments and for all
other purposes, whether or not
such Registered Note, Fed Book-entry
Note, or Bearer Note, Coupon
or Talon is overdue and regardless
of any notice of ownership, trust
or an interest therein, any writing
thereon or any notice of any
previous theft or loss thereof
(or of the related certificate),
and all payments on a Note or
Coupon to such holder shall be
deemed valid and effectual to
discharge the liability of IADB
in respect of such Note or Coupon
to the extent of the sum or sums
so paid.
(vi) IADB, the Global Agent,
the Paying Agents, the Registrar
and the Transfer Agents shall
be entitled to deem and treat
the registered holder of any
IBERCLEAR Book-entry Note or
Coupon to be the absolute owner
thereof for the purpose of making
payments and for all other purposes,
whether or not such IBERCLEAR
Book-entry Note or Coupon is
overdue and regardless of any
notice of ownership, trust or
an interest therein, any writing
thereon or any notice of any
previous theft or loss thereof
(or of the related certificate),
and all payments on a Note or
Coupon via the IBERCLEAR Paying
Agent to the IBERCLEAR participant
authorized by IBERCLEAR to hold
IBERCLEAR Book-entry Notesshall
be deemed valid and effectual
to discharge the liability of
IADB in respect of such Note
or Coupon to the extent of the
sum or sums so paid."
(d) Amendment to Condition 2: For purposes of this Pricing
Supplement and the issue of the
Notes, Condition 2 shall be deleted
in its entirety and substituted
with the following:
"2. Transfers and Exchanges
(a) Transfer of Registered Notes
and Exchanges of Registered Notes
and Bearer Notes:
(i) Subject as provided in
Condition
2(f), a Registered Note may be
transferred in whole or in part
in an Authorized Denomination
upon the surrender of the
certificate
representing such Registered
Note to be transferred, together
with the form of transfer endorsed
on such certificate duly completed
and executed, at the specified
office of the Registrar or any
Transfer Agent. In the case of
a transfer of only part of such
a Registered Note represented
by one certificate, a new
certificate
shall be issued to the transferee
in respect of the part transferred
and a further new certificate
shall be issued to the transferor
in respect of the balance not
transferred. Each new certificate
to be issued upon transfer of
such a Registered Note represented
by such certificate will be mailed
to such address as may be specified
in such form of transfer at the
risk of the holder entitled to
the new certificate in accordance
with the customary procedures
of such Registrar or Transfer
Agent.
(ii) Registered Notes may not
be exchanged for Bearer Notes
or IBERCLEAR Book-entry Notes.
(b) Transfer of Fed Book-entry
Notes : Fed Book-entry Notes
may be transferred between Holding
Institutions, in Federal Reserve
Districts where the respective
Federal Reserve Banks have adopted
appropriate procedures, in
accordance
with such procedures. Fed
Book-entry
Notes may not be exchanged for
Registered Notes, IBERCLEAR
Book-entry
Notes or Bearer Notes.
(c) Transfer and Exchanges of
IBERCLEAR Book-entry Notes :
IBERCLEAR Book-entry Notes are
issued without any restrictions
on their transferability.
Consequently,
IBERCLEAR Book-entry Notes may
be transferred and title to the
IBERCLEAR Book-entry Notes may
pass (subject to Spanish law
and to compliance with all
applicable
rules, restrictions and
requirements
of IBERCLEAR or, as the case
may be, the relevant IBERCLEAR
member) upon registration in
the relevant registry of each
IBERCLEAR member authorized by
IBERCLEAR to hold IBERCLEAR
Book-entry
and/or IBERCLEAR itself, as
applicable.
Each Noteholder will be treated
as the legitimate owner (titular
legítimo) of the relevant
IBERCLEAR Book-entry Notes for
all purposes (whether or not
such Note is overdue and regardless
of any notice of ownership, trust
or any interest or any writing
on, or the theft or loss of,
the Certificate issued in respect
of it) and no person will be
liable for so treating the
Noteholder.
IBERCLEAR Book-entry Notes may
not be exchanged for Registered
Notes, Fed Book-entry Notes or
Bearer Notes.
(d) Partial Exercise of Options
or Partial Redemption in Respect
of Registered Notes : In the
case of a partial redemption
(in respect of an exercise of
IADB's or the Noteholder's option
or otherwise) of Registered Notes
represented by a single
certificate,
a new certificate in respect
of the balance of the interest
in any such Registered Notes
not redeemed shall be issued
to the holder to reflect the
exercise of such option. In the
case of a partial exercise of
an option (other than in respect
of optional redemption), one
or more new certificates may
be issued to the relevant holders
reflecting such exercise. New
certificates shall only be issued
against surrender of the existing
certificates to the Registrar
or any Transfer Agent.
(e) No Exchange of Bearer Notes
: Bearer Notes of one Authorized
Denomination may not be exchanged
for Bearer Notes of another
Authorized
Denomination. Bearer Notes may
not be exchanged for Registered
Notes or IBERCLEAR Book-entry
Notes.
(f) Transfers and Exchanges :
Exchanges and registrations of
transfer will be effected without
charge by or on behalf of IADB
or the relevant Agent. However,
the transferor or holder requesting
an exchange shall bear the expense
of the issue and delivery of
any Registered Note and shall
make any payment (or shall give
such indemnity as IADB, the
Registrar
or the relevant Transfer Agent
may require) in respect of any
tax or other governmental charges
which may be imposed in relation
to it.
(g) Closed Periods : No transfer
of a Registered Note that is
not a Definitive Registered Note
(as defined in Condition 1(a))
will be effected on the day
immediately
preceding the due date for any
payment of principal, redemption
amount or premium (if any) in
respect of that Note; and no
transfer of a Definitive Registered
Note will be effected on any
day after the fifteenth calendar
day immediately preceding the
due date for any such payment.
Additionally, no transfer of
any Registered Note will be
effected
(i) during the notice period
immediately preceding any date
on which Notes may be called
for redemption by IADB at its
option pursuant to Condition
6(e), (ii) after any such Note
has been called for redemption,
or (iii) during the period starting
on the day immediately preceding
any Record Date (as defined in
Condition 7(a)) and ending on
(and including) such Record Date.
(h) Provisions Concerning Transfers
: All transfers of Registered
Notes and entries on the Register
will be made in accordance with
the relevant procedures of the
Registrar. A copy of the relevant
procedures will be made available
during normal business hours
by the Registrar to any holder
of a Registered Note upon
reasonable
request."
(e) Amendments to Condition For purposes of this Pricing
7: Supplement and the issue of the
Notes, a new Condition 7(i) shall
be introduced as follows:
"(i) IBERCLEAR Book-entry Notes:
(a) Payments of Principal and
Interest
Payments of principal and interest
on the Notes will be made by
transfer to the account of the
relevant IBERCLEAR member holding
the Notes for the benefit of
the Noteholder according to IBERCLEAR
procedures.
Following instructions of the
Issuer, the Paying Agent shall
execute payments of principal
and interest on the Notes in
accordance with IBERCLEAR procedures.
Noteholders must rely on the
procedures of IBERCLEAR or, as
the case may be, the relevant
IBERCLEAR participant authorized
by IBERCLEAR to hold IBERCLEAR
Book-entry Notes to receive payments
under the relevant Notes. Once
the IBERCLEAR Paying Agent credits
the amounts due to the relevant
IBERCLEAR participants, the Issuer
will not have any responsibility
or liability relating to payments
made in respect of the Notes,
that will be of the exclusive
responsibility of each IBERCLEAR
participant authorized by IBERCLEAR
to hold IBERCLEAR Book-entry
Notes."
Other Relevant Terms
1. Listing (if yes, specify Application will be made for
Stock the Notes to be admitted to trading
Exchange): on AIAF, Mercado de Renta Fija.
2. Details of Clearance System The Notes will be registered
Approved by the Bank and the with Sociedad de Gestión
Global Agent and Clearance and de los Sistemas de Registro,
Settlement Procedures: Compensación y Liquidación
de Valores, S.A. Unipersonal
(IBERCLEAR) as managing entity
of the central registry of the
Spanish settlement system. Consequently,
no global certificates will be
issued in respect of the Notes.
Settlement relating to the Notes,
as well as payment of interest
and redemption of principal amounts,
will be performed within IBERCLEAR's
account-based system.
The purchase of the Notes means
the express acceptance of IBERCLEAR
procedures and regulations, including
(without limitation) the recognition
that once the Issuer through
the IBERCLEAR Paying Agent credits
the amounts due to the relevant
IBERCLEAR participans, the Issuer
will have no further responsibility
or liability relating to payments
made in respect of the Notes,
which will instead be the exclusive
responsibility of each IBERCLEAR
participants.
3. Syndicated: No
4. Commissions and Concessions: None
The Issuer will pay (directly
or through the Dealer, who has
agreed to pay on behalf of the
Issuer in case it is needed)
for all material expenses related
to the issuance of the Notes.
5. Estimated Total Expenses:
6. Codes:
(a) ISIN: ES0313681001
(a) FISN: BID/2.205 BO 20240721
(b) CFI: DBFUGB
(c) Other: Not Applicable
7. Identity of Dealer(s)/Manager(s): Banco Bilbao Vizcaya Argentaria,
S.A.
8. Identity of the IBERCLEAR Citibank Europe Plc. will act
Paying Agent: as the IBERCLEAR Paying Agent
under the Notes and be a Paying
Agent under the Conditions.
9. Intended to be held in a Not Applicable
manner which would allow Eurosystem
eligibility:
10. Selling Restrictions:
(a) United States: Under the provisions of Section
11(a) of the Inter-American Development
Bank Act, the Notes are exempted
securities within the meaning
of Section 3(a)(2) of the U.S.
Securities Act of 1933, as amended,
and Section 3(a)(12) of the U.S.
Securities Exchange Act of 1934,
as amended.
(b) United Kingdom: The Dealer represents and agrees
that (a) it has only communicated
or caused to be communicated
and will only communicate or
cause to be communicated an invitation
or inducement to engage in investment
activity (within the meaning
of Section 21 of the Financial
Services and Markets Act 2000
(the "FSMA")) received by it
in connection with the issue
or sale of the Notes in circumstances
in which Section 21(1) of the
FSMA does not apply to the Bank,
and (b) it has complied and will
comply with all applicable provisions
of the FSMA with respect to anything
done by it in relation to such
Notes in, from or otherwise involving
the UK.
(c) Spain: The Notes may not be sold or
distributed, nor may any subsequent
resale of Notes be carried out
in Spain other than by institutions
authorized under the Spanish
Securities Market Act and related
legislation to provide investment
services in Spain and except
in compliance with the provisions
(d) Singapore: of the Spanish Securities Market
Act. The offers of Notes in Spain
have been and will only be directed
specifically at or made to professional
clients (clientes profesionales)
as defined under Article 205
of the Spanish Securities Market
Act and Article 58 of Royal Decree
217/2008, of 15 February, and
eligible counterparties (contrapartes
elegibles) as defined under Article
207 of the Spanish Securities
Market Act.
In the case of the Notes being
offered into Singapore in a primary
or subsequent distribution, and
solely for the purposes of its
obligations pursuant to Section
309B of the Securities and Futures
Act (Chapter 289) of Singapore
(the "SFA"), the Issuer has determined,
and hereby notifies all relevant
persons (as defined in Section
309A of the SFA) that the Notes
are "prescribed capital markets
products" (as defined in the
Securities and Futures (Capital
Markets Products) Regulations
2018 of Singapore) and Excluded
Investment Products (as defined
in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products
and MAS Notice FAA-N16: Notice
on Recommendations on Investment
Products).
(e) General: No action has been or will be
taken by the Issuer that would
permit a public offering of the
Notes, or possession or distribution
of any offering material relating
to the Notes in any jurisdiction
where action for that purpose
is required. Accordingly, the
Dealer agrees that it will observe
all applicable provisions of
law in each jurisdiction in or
from which it may offer or sell
Notes or distribute any offering
material.
General Information
Additional Information Regarding the Notes
1. Matters relating to MiFID II
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MiFID II product governance, Professional investors and ECPs
target market - Solely for the purposes of the EU manufacturer's
product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients,
each as defined in MiFID II; and (ii) all channels for distribution
to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into
consideration the EU manufacturer's target market assessment;
however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the EU manufacturer's target
market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression "EU
manufacturer" means the Dealer and the expression "MiFID II" means
Directive 2014/65/EU, as amended.
2. Supplemental Prospectus Information
The Prospectus is hereby supplemented with the following
information, which shall be deemed to be incorporated in, and to
form part of, the Prospectus.
The Notes and the Coupons appertaining thereto will be
transferred and redeemed through the IBERCLEAR participant(s)
authorized by IBERCLEAR to hold IBERCLEAR Book-entry Notes using a
new technology based on Distributed Ledger Technology (the "DLT")
sponsored by Bolsas y Mercados Españoles, Sociedad Holding de
Mercados y Sistemas Financieros, S.A. ("BME") and IBERCLEAR.
In accordance with Condition 5 and 7, the Notes will be issued
in accordance with Spanish law by means of dematerialized book
entry and registered and settled through Sociedad de Gestión de los
Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.
("IBERCLEAR"). The subscription of the Notes means the express
acceptance of IBERCLEAR procedures and regulations, and in
particular the express recognition that once the Issuer, through
its Paying Agent, credits the amounts due to the relevant IBERCLEAR
participant(s) authorized by IBERCLEAR to hold IBERCLEAR Book-entry
Notes , it will not have any responsibility or liability relating
to payments made in respect of the Notes, that will be of the
exclusive responsibility of each IBERCLEAR participant authorized
by IBERCLEAR to hold IBERCLEAR Book-entry Notes .
The DLT platform is a permissioned and private network,
operated, administered, and governed by IBERCLEAR so that the
access to writer nodes of the network is limited to the
participants that have been expressly authorized (permitted) by
IBERCLEAR to hold IBERCLEAR Book-entry Notes.
Although the DLT network has not previously been used, it has
been tested by IBERCLEAR according to the use to be made in the
framework of this issuance of Notes. The Issuer cannot assure the
investors that this new network created and operated by IBERCLEAR,
with which the Issuer has not been involved, will not be subject to
any potential operational or security issue. In any event, from the
moment the IBERCLEAR Book-Entry Notes are issued, the legacy
standard book-entry system of the relevant IBERCLEAR Participant
authorized to hold IBERCLEAR Book-Entry Notes will constitute the
back-up system in case of any potential, operational or DLT
security issue.
Neither the Issuer nor BBVA, as Dealer and/or custodian, have
any responsibility whatsoever with respect to the functionality of
the DLT platform, and by purchasing the IBERCLEAR Book-Entry Notes,
each investor shall be deemed that neither the Issuer nor BBVA, as
Dealer and/or custodian, will be liable for any failure related to
the technological set up of the DLT platform or its results.
The following supplements the Risk Factors section of the
Prospectus regarding the use of distributed ledger technology when
issuing the Notes:
The technology is new and many of its uses may be untested. The
mechanics of using distributed ledger technology to transact in
securities is relatively new and untested. There is no assurance
that widespread adoption will occur.
A lack of expansion in the usage of blockchain technology could
adversely affect an investment in the notes, including in any
secondary market for the Notes. A breach to one blockchain could
cause investors, and the public generally, to lose trust in
blockchain technology and increase reluctance to issue and invest
in securities recorded on blockchains. Furthermore, blockchain
technology is subject to a rapidly evolving regulatory landscape in
the United States, Spain and in other countries, which might
include security, privacy or other regulatory concerns that could
require changes to blockchain networks. This may adversely affect
an investment in the Notes.
Malicious actors could manipulate distributed ledger networks
and smart contract technology upon which digital assets rely and
increase the vulnerability of distributed ledger networks.
If a malicious actor, including a state-sponsored actor, is able
to hack or otherwise exert unilateral control over a particular
distributed ledger network, or the digital assets on such a
network, that actor could attempt to divert assets from that
distributed ledger or otherwise prevent the confirmation of
transactions recorded on that distributed ledger. Digital assets
have been the subject of attempted manipulation by hackers to use
them for malicious purposes. For example, misuses could occur if a
malicious actor obtains a majority of the processing power
controlling the digital asset validating activities and altering
the distributed ledger on which digital asset transactions rely.
Moreover, if the award for solving transaction blocks for a
particular digital asset declines, and transaction fees are not
sufficiently high, the incentive to continue validating distributed
ledger transactions would decrease and could lead to a stoppage of
validation activities. The collective processing power of that
distributed ledger would be reduced, which would adversely affect
the confirmation process for transactions by decreasing the speed
of the adaptation and adjustment in the difficulty for transaction
block solutions. Such slower adjustments would make the distributed
ledger network more vulnerable to malicious actors' obtaining
control of the processing power over distributed ledger network
processing. This may adversely affect an investment in the
Notes.
The extent to which digital assets are used to fund criminal or
terrorist enterprises or launder the proceeds of illegal activities
could materially impact adoption of digital assets.
The potential, or perceived potential, for anonymity in
transfers of digital assets, as well as the decentralized nature of
distributed ledger networks, has led some terrorist groups and
other criminals to solicit certain digital assets for capital
raising purposes. As digital assets have grown in both popularity
and market size, government authorities have been examining the
operations of distributed ledger technology and digital assets,
their users, investors and exchanges, concerning the use of digital
assets for the purpose of laundering the proceeds of illegal
activities or funding criminal or terrorist enterprises. In
addition to the current market, new distributed ledger networks or
similar technologies may be developed to provide more anonymity and
less traceability. The use of digital assets for illegal purposes,
or the perception of such use, could result in significant
reputational damage, damage to the reputation of digital assets and
a loss of confidence in the services provided by the distributed
ledger technology community as a whole. This may adversely affect
an investment in the Notes.
Distributed ledger technology is exposed to failure of
technology partners.
Distributed ledger technology relies on other technology
providers to provide certain services as part of the product.
Should these services no longer be available, for whatever reason,
you may no longer be able to access your investment.
Cyber Security Incidents.
Cyber security incidents may compromise an issuer, its
operations or its business. Cyber security incidents may also
specifically target a user's transaction history, digital assets,
or identity, thereby leading to privacy concerns. In addition,
certain features of blockchain technology, such as
decentralization, open-source protocol, and reliance on
peer-to-peer connectivity, may increase the risk of fraud or
cyber-attack by potentially reducing the likelihood of a
coordinated response. This may adversely affect an investment in
the Notes.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODURUORUWUWAAR
(END) Dow Jones Newswires
August 10, 2022 09:32 ET (13:32 GMT)
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